TIDMACG
RNS Number : 2932R
ACG Acquisition Company Limited
25 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY
HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS
PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED
25 October 2023
ACG Acquisition Company Limited ("ACG" or the "Company")
Results of the Extension EGM
As announced in the Shareholders Circular and Notice of
Extraordinary General Meeting of Shareholders published by the
Company on 17 October 2023 (the "Extension EGM Circular"), an
extraordinary general meeting of ACG's Shareholders was held at 10
a.m. today at the offices of Cleary Gottlieb Steen & Hamilton
LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England
(the "Extension EGM").
The Company is pleased to announce that all the Resolutions put
to the Shareholders at the Extension EGM were duly passed,
including the proposed Extension. As a result, the deadline by
which an Acquisition must be completed by ACG has been extended
from the Initial Acquisition Deadline (i.e., 12 October 2023) to
the Extended Acquisition Deadline (i.e., 25 January 2024) or such
later date approved by its Shareholders in case of a further
extension. The consequences of the approval of the Extension are
set out in more detail in the Extension EGM Circular.
The table below sets out the results of the votes cast at the
Extension EGM. Each Shareholder present (including in person or by
proxy) was entitled to cast one vote per Share held at the record
date for the Extension EGM provided in the Extension EGM
Circular.
Resolution Votes For Votes Against Total Votes Withheld
Votes**
Number %* Number %* Number Number
---------- ------ --------- ----- ------------ ---------
Extension of the
Initial Acquisition
Deadline to the
Extended Acquisition
Deadline 9,939,218 99.78 22,015 0.22 9,961,233 -
---------- ------ --------- ----- ------------ ---------
Adoption of the
revised Memorandum
and Articles of
Association of the
Company, in the
form appended to
Exhibit A of the
Extension EGM Circular. 9,939,218 99.78 22,015 0.22 9,961,233 -
---------- ------ --------- ----- ------------ ---------
Change in the Company's
financial year such
that it shall end
on December 31 of
each calendar year. 9,939,218 99.78 22,015 0.22 9,961,233 -
---------- ------ --------- ----- ------------ ---------
* Rounded to two decimal places.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "for" or "against" the
Resolutions.
The total number of Shares in issue at the record date for the
Extension EGM was 15,625,000, none of which were held in treasury.
Therefore, the total voting rights in the Company at the record
date for the Extension EGM was 15,625,000 votes.
Following the conclusion of the Extension EGM, the Amended and
Restated Memorandum and Articles of the Company are expected to be
filed on or about the date hereof with the Register of Companies in
the British Virgin Islands, ACG's jurisdiction of incorporation,
and will enter into effect immediately thereafter. The Amended and
Restated Memorandum and Articles of the Company will be made
available on www.acgcorp.co .
All capitalized terms used but not defined in this announcement
have the meaning given to them in the Extension EGM Circular.
About the Company
ACG Acquisition Company Limited is a SPAC looking to benefit
from favourable price conditions for new economy metals and other
mining materials.
The Company aims to optimise its expertise in global mining by
combining with a mining company that produces materials
characterised by supply constraints and rising long-term demand.
The combined entity will capitalise on the need for resource
security and geographic supply diversification, as well as the
global energy transition.
ACG's team has extensive M&A experience built through
decades spent at blue-chip multinationals in the sector. The team
brings a significant network, including access to many mining
companies as well as a commitment to ESG principles and strong
corporate governance.
For more information about ACG, please visit: www.acgcorp.co
Forward-looking statements
Some of the information in these materials may contain
projections or other forward-looking statements regarding future
events or the future financial performance of the Company. You can
identify forward looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could",
"may" or "might" the negative of such terms or other similar
expressions. The Company wishes to caution you that these
statements are only predictions and that actual events or results
may and often do differ materially. The Company does not intend to
update these statements to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of
unanticipated events. Any forward-looking statements reflect the
Company's current view with respect to future events and many
factors could cause the actual results to differ materially from
those contained in projections or forward-looking statements of the
Company, including, among others, ACG's ability to obtain adequate
information to evaluate the target assets, ACG's ability to
successfully or timely complete the contemplated acquisition, ACG's
expectations around the performance of the target assets, ACG's
potential ability to obtain additional financing to complete the
contemplated acquisition and the financial performance of the
enlarged group that would result from the potential completion of
the contemplated acquisition. Forward-looking statements speak only
as of the date they are made.
Inside information
This announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014), as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
Important notices
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase, subscribe for, any securities.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities of the Company have not or will not
be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.
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END
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